Exhibit 10.6



                         MAINTENANCE SERVICES AGREEMENT
                         ------------------------------

THIS  AGREEMENT  is  made  as  of  the  2  day  of  October,  2000.

BETWEEN:

          PLANET EARTH MANAGEMENT INC., a company incorporated under the laws of
          Yukon Territory  having its principal place of business  located at 54
          Mill Street West, Milverton, Ontario N0K 1M0

          (hereinafter referred to as "PEM")

                                                               OF THE FIRST PART

AND:

          HAMILTON BIO CONVERSION INC., a corporation duly incorporated pursuant
          to the laws of Province of Ontario and having its  principal  place of
          business located at 2380 Brampton Street, Hamilton, Ontario L8E 5V9

          (hereinafter referred to as "NEWCO")

                                                              OF THE SECOND PART

WHEREAS:

A.          NEWCO  is  the  licensee  of  a  certain  technological process (and
certain  patents,  know-how,  trade  secrets  and  trade  names) relating to the
digestion  of  biodegradable  waste,  which  technological  process  is  called
"Thermophilic Aerobic Digestion Process for Producing Animal Nutrients and other
Digested  Products",  and  which  technological  process  is described in patent
number  US 5810903 and CDN Patent Application number 2184044 (such technological
process  together with the related trade secrets, know-how and trade names being
hereinafter  collectively  referred  to  either  as  the  "Process");

B.          PEM  has  significant  know-how  concerning  the  operation  and
maintenance  of  industrial process plants that utilize the Process, hereinafter
referred  to  as  "Plants".

C.          NEWCO intends to utilize the license referred to in Recital A above,
to  construct  and  operate  a  Plant  that  uses  the  Process.  NEWCO requires
technical  support  for  operating  and  maintaining  the  Process  and  Plant.

D.          PEM  wishes  to provide NEWCO with ongoing preventative maintenance,
repair  and  operations  support  for  operating  the  Plant.


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NOW  THEREFORE  THIS AGREEMENT WITNESSES that the parties hereto agree each with
the  other  as  follows:

1.   DEFINITIONS

Where  used herein or in any amendments or Schedules hereto, the following terms
shall  have  the  following  meanings:

     (a)  "MAINTENANCE  SERVICES  AGREEMENT"  means this agreement to be entered
          into between NEWCO and PEM for the preventative maintenance and repair
          of Plants.

     (b)  "NEWCO"  means  any  new  company  incorporated  for  the  purpose  of
          constructing and operating a Plant that is licensed for this purpose;

     (c)  "PROCESS" means the patented Thermo Master(TM) Process as described in
          patent number US 5810903 and CDN Patent Application number 2184044

     (d)  "PLANT" means a plant  designed and built for the recycling of organic
          waste  into  either  animal  feed  or  fertilizer  ingredients  to  be
          constructed using Thermo Tech(TM) Technologies Inc.'s Process;

     (e)  "WORK"  means  the  scope of  services,  materials  and  other  things
          provided by PEM to NEWCO.

2.   SCOPE OF WORK

2.1  Scope of Supply by PEM

     2.1.1 Preventative Maintenance and Repair Services

          PEM will provide  management,  administration and ongoing services for
          the  overall  maintenance  of fixed and mobile  equipment,  buildings,
          building  mechanical and electrical  systems,  process piping systems,
          conveying  systems,  process  electrical and control systems and other
          facilities associated with the Plant, including:

          (a)  to provide properly trained  personnel for continuous 24 hour per
               day,  365  days  per  year  on-call   services  for   consulting,
               coordination   and  supervision  of   maintenance,   preventative
               maintenance  and repairs  for the Plant.  The  personnel  will be
               based at PEM's offices.  Calls will be made by NEWCO to PEM using
               mutually agreed methods,  which may include:  cellular telephone,
               paging  service,  duty  roster  with home  telephone  numbers for
               on-call supervisors;

          (b)  to provide at least one properly trained person available on site
               at the Plant 365 days per year to provide continuous  maintenance
               and advice respecting such facility;


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          (c)  to have at least one properly  trained  person to be available 24
               hours per day, 365 days per year in an "on call" capacity for the
               Plant to provide emergency maintenance to the Plant;

          (d)  to provide  designated  personnel at the Plant to be  responsible
               for and to ensure  operation  maintenance  issues and repairs are
               dealt with  efficiently  and to, as much as reasonably  possible,
               prevent  failure of the Plant  systems and to reduce  "down time"
               for any particular facility or system;

          (e)  to provide the required tools, equipment, supplies and consumable
               items to maintain the proper  operation  of any relevant  process
               the Plant is used for and to install,  test and maintain  NEWCO's
               equipment as is existing  and to be installed  during the term of
               the Maintenance Services Agreement; and

          (f)  to provide daily, weekly, monthly and annual reports highlighting
               the work completed in the period,  the costs  incurred,  areas of
               concern and  recommendations  for improving the  reliability  and
               cost of operating and maintaining the Plant.

     2.1.2 Training for Equipment Operation

          PEM will provide personnel that are trained in the operation of all of
          the equipment at the NEWCO Plant. Where PEM personnel are replaced and
          are not familiar  with the  equipment  at the Plant,  PEM will provide
          them with adequate training to ensure that they are knowledgeable.

          (a)  The PEM  personnel  will ensure that the  equipment  at the Plant
               operated  by NEWCO's  personnel  is  operated  properly  to avoid
               damage to the  equipment  and to  produce an  acceptable  product
               quality,  meet the environmental  and safety  requirements of the
               Plant.

          (b)  Where  they  find that  NEWCO's  personnel  are not  sufficiently
               familiar with the equipment,  they will provide hands-on training
               to the NEWCO personnel; and

          (c)  Where PEM finds that NEWCO's  personnel  are  damaging  equipment
               through lack of skill or knowledge,  or carelessness this will be
               reported to the NEWCO management immediately.

     2.1.3 Quality Assurance

          PEM will  participate  in routine  (internal)  audits  and  reports on
          quality assurance programs in Plant.

     2.1.4 Review of Plant Financial Performance


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          (a)  PEM will review  accounting  and  financial  reports  prepared by
               NEWCO on a regular basis to familiarize themselves with the costs
               for maintaining and operating the plant.

          (b)  PEM will make  recommendations  for the improvement of operations
               and reporting.

2.2  Scope of Supply by NEWCO

     NEWCO will  provide the  following  facilities  and services to PEM free of
     charge for PEM's use in providing the maintenance services:

     2.2.1at least one heated and airconditioned  office with locks on the doors
          and keys for such locks to the personnel  engaged by PEM and stationed
          on site at the Plant.  Each office will be equipped  with at least one
          desk, a telephone, facsimile machine and computer;

     2.2.2access  to  photocopier  or any  other  related  electronic  equipment
          required  by PEM,  all of  sufficient  quality to  produce  documents,
          diagrams and pictures as may reasonably be required for PEM's work;

     2.2.3 a digital or other camera;

     2.2.4reasonable  access,  washroom  facilities and parking spaces necessary
          for PEM personnel provided at the Plant;

     2.2.5adequate  and  convenient  storage  space for  materials  and supplies
          reasonably  required  by PEM and its  personnel,  such space  shall be
          locked or secured;

     2.2.6payment  to PEM for all  services,  equipment  rentals  and  materials
          provided pursuant to this Maintenance Services Agreement; and

     2.2.7reasonable  assurances  that all NEWCO  personnel  will cooperate with
          and  communicate  with  PEM  personnel  throughout  the  term  of this
          Maintenance Services Agreement and any renewal of it.

3.   PERFORMANCE OF THE WORK

3.1  PEM will  perform the Work in a workman  like manner in  accordance  to the
     normal   standards  of  skill  and   competence   employed  by   management
     consultants,  in the waste industry.  The Work will be performed diligently
     and continuously with the required  complement of competent personnel so as
     to achieve the required schedule for the Work.

3.2  Reasonable Notice

     NEWCO  will,  as far as  possible,  provide  adequate  notice to PEM of any
     special  requirements  or schedules  for Services or meetings at the Plant.
     Failure to provide adequate notice will be an acceptable reason for PEM not
     meeting NEWCO requirements.


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3.3  Information Supplied to PEM

     PEM will be entitled to rely on information  provided by NEWCO,  unless the
     contrary  is  specifically  stated  in  writing  when  the  information  is
     provided. Where NEWCO has information that is required by PEM for the Work,
     this will be provided in a suitable form to PEM without undue delay.

3.4  Conflicts of Interest

     PEM, its agents,  employees or Subcontractors will take all steps to ensure
     avoidance  of all  conflicts  of interest  between any of their  individual
     interests and those of NEWCO.

3.5  Subcontractors

     Subject to the approval of NEWCO, which shall not be unreasonably withheld,
     PEM will have the right to have any of the Work  accomplished by a properly
     trained  Subcontractor  or service  company.  PEM will  negotiate and issue
     subcontracts  for the  Subcontractors'  services that include all necessary
     requirements for secrecy,  protection of proprietary  knowledge,  insurance
     and other requirements specified by NEWCO.

3.6  Force Majeure

     3.6.1PEM's  performance  of any of the  obligations  hereunder,  other than
          financial,  may be delayed or suspended while, but only so long as PEM
          is  prevented  from  performance  by any cause,  except lack of funds,
          beyond  its  reasonable  control  ("Force  Majeure  Cause").  For  the
          purposes of this Section,  a labour  dispute is beyond the  reasonable
          control of PEM if, in their judgement, settlement of the dispute would
          not be compatible with its best interests. PEM will immediately advise
          NEWCO if it becomes  aware of any  labour  demands,  labour  disputes,
          labour  trends,  pending or ongoing labour  negotiations  or any other
          problems  relating  to  labour  that  may  affect  the  Work  and  its
          performance.

     3.6.2PEM will give NEWCO  notice  within 24 hours after the  occurrence  of
          any force  majeure  cause in  respect  of which PEM  intends  to claim
          entitlement  to  either  a  suspension  in  performance  or  delay  in
          completion of any of the Work.  PEM will promptly give notice to NEWCO
          on conclusion of the force majeure cause.

3.7  Independent Contractor

     PEM  is  an   independent   Contractor   with  respect  to  all  the  Work.
     Notwithstanding  NEWCO's  rights of consent or approval as provided in this
     Maintenance Services Agreement,  PEM has the complete control,  supervision
     and  direction of the method and manner of obtaining  the required  results
     for any project or Work.


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4.   COMPENSATION

4.1  Payment for the services, equipment rentals and materials to be provided by
     PEM to  NEWCO  will  be  made  by  NEWCO  to PEM  during  the  term  of the
     Maintenance Services Agreement, in accordance with the following:

     4.1.1All labour,  equipment rentals and materials are to be paid for at the
          rates or in the manner set out in the Schedule A hereto;

     4.1.2Except as expressly  stated  otherwise,  all amounts owing by NEWCO to
          PEM under this  Maintenance  Services  Agreement will be paid by NEWCO
          within 15 days of the date of  invoice.  If payment  has not been made
          within the said 15 days,  PEM will have the option to suspend all work
          in progress  upon 5 days written  notice from the date NEWCO  received
          the invoice until  payment is made or  satisfactory  arrangements  for
          payment are provided and agreed to by PEM;

     4.1.3Invoices  may be  issued  by PEM on the  date  that  such  service  or
          material is provided or any time after that;

     4.1.4PEM will be given  full  payment in advance  for any  materials  to be
          used in the  facilities of NEWCO where the cost of such materials are,
          or are  likely  to be in  excess  of  $1,000  and PEM will be under no
          obligation  to  undertake  any work that would  require  materials  in
          excess of $1,000 unless, or until NEWCO has paid any requested deposit
          towards such materials;

     4.1.5A  service  charge  will  be  charged  to  NEWCO  of  1.5%  per  month
          calculated  monthly  on the total  outstanding  for each month or part
          month  for which any  payment  required  to be paid to PEM by NEWCO is
          overdue;

     4.1.6 All equipment rentals are to be paid by NEWCO.

     4.1.7Timesheets  will be provided  with PEM  invoices to  substantiate  the
          invoiced amounts and services provided.

4.2  Rate Adjustments

     Rates and other costs  included in this  section may, at PEM's  option,  be
     adjusted  upward on an annual basis to reflect  increases in the local cost
     of living index in British Columbia.

5.   TERM OF MAINTENANCE SERVICES AGREEMENT

     The term of the Maintenance  Services  Agreement is five (5) years from the
     date of execution of this Maintenance  Services Agreement.  The Maintenance
     Services  Agreement  can be extended for a further five (5) years by mutual
     consent of the Parties.


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6.   TERMINATION

6.1  Termination by NEWCO with Cause

     If PEM is adjudged  bankrupt,  or if it makes a general  assignment for the
     benefit of its  creditors,  or if a receiver is appointed on account of its
     insolvency,  or if it disregards  laws,  ordinance,  rules,  regulations or
     orders of any authority  having  jurisdiction in a material way, or subject
     to the Maintenance  Services Agreement is otherwise in breach of a material
     provision of the Maintenance  Services  Agreement,  then NEWCO may, without
     prejudice  to any right or  remedy  and after  giving  PEM 90 days  written
     notice,  during  which  PEM  fails to cure  the  violation,  terminate  the
     Maintenance Services Agreement. If it is not possible to cure the violation
     within the 90 days,  PEM will be deemed to have cured the  violation  if it
     commences to cure the  violation  within  those 90 days and provides  NEWCO
     with a schedule  indicating the violation will be cured within a reasonable
     time. Termination by NEWCO in accordance with the foregoing will not affect
     any rights or remedies  NEWCO would  otherwise  have under the  Maintenance
     Services  Agreement or which may  otherwise be available to NEWCO at law or
     in equity, including the right to recover damages, nor will any such action
     relieve PEM from any  consequences or liabilities  arising from its acts or
     omissions.

6.2  Termination by NEWCO without Cause

     6.2.1NEWCO may, without cause, terminate the Maintenance Services Agreement
          upon 180 days' prior written notice to PEM.

     6.2.2In the event of  termination  of the  Maintenance  Services  Agreement
          with or without cause, PEM will be paid:

          (a)  an amount equal to PEM's fee earned for all Work performed to the
               date  of  termination,  as  well  as to  such  later  date as may
               reasonably be required by the authorities having jurisdiction and
               by  professional  responsibilities  of PEM to  perform an orderly
               termination and winding up of the Maintenance  Services Agreement
               and the Project, plus all reimbursable costs reasonably incurred;
               and

          (b)  PEM's  reasonable  demobilization  costs and  expenses,  plus any
               costs and  expenses  incurred by PEM in the  cancellation  of any
               contracts it has with its Subcontractors.

     6.2.3In the event of  termination  of the  Maintenance  Services  Agreement
          without cause, PERI will be paid:

          (a)  15% of the  average  yearly  return PEM  expects to earn over the
               term of the Agreement  for a period of 2 years after  termination
               by NEWCO.

     6.2.4After receipt of the foregoing payments,  PEM will execute and deliver
          all such papers and take all such steps including,  if requested,  the
          legal  assignment of its contractual  rights,  as NEWCO may reasonably
          require  for the  purpose  of fully  vesting  in NEWCO the  rights and
          benefits of PEM under such obligations or commitments.


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6.3  Termination by PEM with Cause

     If NEWCO is adjudged bankrupt,  or if it makes a general assignment for the
     benefit of its  creditors,  or if a receiver is appointed on account of its
     insolvency,  or if it disregards  laws,  ordinance,  rules,  regulations or
     orders of any authority  having  jurisdiction,  or fails to make payment to
     PEM when  due,  or is  considered  by PEM to be  otherwise  in  breach of a
     material  provision of the Maintenance  Services  Agreement,  then PEM may,
     without  prejudice  to any right or remedy and after  giving  NEWCO 90 days
     written notice,  during which NEWCO fails to cure the violation,  terminate
     the  Maintenance  Services  Agreement.  If it is not  possible  to cure the
     violation  within  the 90 days,  NEWCO  will be  deemed  to have  cured the
     violation if it commences  to cure the  violation  within those 90 days and
     provides PEM with a schedule  acceptable  to PEM  indicating  the violation
     will be cured within a reasonable time.  Termination by PEM will not affect
     any of the  rights  or  remedies  of PEM  under  the  Maintenance  Services
     Agreement  or which may  otherwise be available to PEM at law or in equity,
     including the right to recover  damages,  nor will any such action  relieve
     NEWCO  from  any  consequences  or  liabilities  arising  from  its acts or
     omissions.

     In addition  to any other  right of  suspension  or  termination  contained
     elsewhere  in  this  Maintenance  Services  Agreement,   PEM  in  its  sole
     discretion may suspend or terminate the Maintenance  Services  Agreement in
     accordance with the following:

     6.3.1If PEM  elects to  suspend  performance  of the work  after  providing
          notice  according to the requirements of subsection 4.1.2 and if NEWCO
          fails to make the payment within 7 days after the expiry of the notice
          period referred to in subsection  4.1.2,  PEM may elect to immediately
          terminate the  Maintenance  Services  Agreement or continue to suspend
          the performance of the Work for such period of time as PEM may decide;

     6.3.2If NEWCO  requests PEM to provide any part of the Work contrary to the
          professional  judgement  of  PEM  or  in  a  manner  contrary  to  the
          professional  judgement of PEM or the  requirements  of any  authority
          having  jurisdiction,  PEM  may  terminate  the  Maintenance  Services
          Agreement immediately upon written notice to NEWCO; and

     6.3.3If PEM  encounters  a conflict in interest in the  performance  of the
          Work,  which  cannot be resolved to the  satisfaction  of PEM, PEM may
          suspend the Work until such  conflict is resolved or may terminate the
          Maintenance  Services  Agreement  after  giving  reasonable  notice to
          NEWCO, not to exceed 30 days.


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7.   INDEMNIFICATION

7.1  Subject  to  any  limitations  of  liability  in the  Maintenance  Services
     Agreement,  PEM will at its own cost and expense,  including attorney fees,
     defend,  indemnify and hold harmless the NEWCO and its agents and employees
     from and against the following:

     7.1.1all  claims or liens of  Subcontractors  of PEM  arising  out of PEM's
          failure to pay its  Subcontractors  in accordance  with its agreements
          with those  Subcontractors,  provided  such failure is not caused by a
          failure of NEWCO to make payment to PEM;

     7.1.2all fines,  penalties,  assessments or other exactions  imposed by any
          governmental  authority by reason of PEM's  failure to comply with the
          Maintenance Services Agreement;

     7.1.3all claims,  damages,  losses and expenses,  including  attorney fees,
          arising out of or resulting from the  performance  of the  Maintenance
          Services  Agreement,  provided  that any such claim,  damage,  loss or
          expense;

          (a)  is attributable to bodily injury, sickness,  disease or death, or
               to injury or  destruction of tangible  property  (other than some
               part of the Project itself); and

          (b)  is caused  solely  by, or to the  extent  it is  caused  by,  any
               negligent act or omission of PEM or any of its officers,  agents,
               employees, representatives, Subcontractors, or anyone directly or
               indirectly employed by any of them.

7.2  NEWCO will at its own cost and expense (including  attorney fees),  defend,
     indemnify and hold harmless PEM, its agents and employees, from and against
     the following:

     7.2.1 all claims or liens of NEWCO's Consultants and Contractors;

     7.2.2all fines,  penalties,  assessments or other financial charges imposed
          by any  governmental  authority by reason of NEWCO's failure to comply
          with the Maintenance Services Agreement;

     7.2.3all claims,  damages,  losses and expenses,  including  attorney fees,
          arising out of or resulting from the  performance  of the  Maintenance
          Services  Agreement or the construction of the Project,  provided that
          any such claim, damage, loss or expense

          (a)  is attributable to bodily injury, sickness,  disease or death, or
               to injury or  destruction of tangible  property  (other than some
               part of the Work itself);

          (b)  is caused  solely  by, or to the  extent  it is  caused  by,  any
               negligent  act or  omission  of  NEWCO  or  any of its  officers,
               agents,  employees,  representatives,  Consultants,  Contractors,
               Suppliers  or anyone  directly or  indirectly  employed by any of
               them;


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     7.2.4all claims,  damages,  losses and  expenses  incurred as a result of a
          defect in title or  ownership  of the lands on which the Project is or
          is to be located; and

     7.2.5all  claims,   damages,   losses,   expenses,   fines,  penalties  and
          assessments,   including   but  not   limited  to  fines,   penalties,
          assessments and other exactions imposed by any governmental  authority
          and actual legal fees and disbursements,  arising out of, relating to,
          resulting from or in any way connected  with the actual,  potential or
          alleged  presence,  release,  escape  or  discharge  of any  Hazardous
          Substances  on,  in or under the Site  howsoever  caused  and  whether
          occurring  prior to or  after  the  date of the  Maintenance  Services
          Agreement.  Without  limiting the  generality of the  foregoing,  such
          indemnity extends to claims which arise or are alleged to arise out of
          the actual or  threatened  dispersal,  discharge,  escape,  release or
          saturation (whether sudden or gradual) of any Hazardous  Substances in
          or into the atmosphere, or on, upon, in or into any one or more of the
          surface or subsurface soils, water,  watercourses,  persons,  objects,
          structures or any other tangible matter.

8.   INSURANCE

8.1  PEM will provide, maintain and pay for the insurance coverages specified in
     this Section 8. Unless specified otherwise in this Section, the duration of
     each insurance  policy shall be from the date of  commencement  of the Work
     until the termination of the Maintenance Services Agreement.

8.2  PEM will be responsible for deductible amounts under the policies.

8.3  Automobile Public Liability and Property Damage Insurance

     PEM will provide  Automobile Public Liability and Property Damage insurance
     coverage for all vehicles owned or leased,  operated and/or licensed by the
     Contractor  or  its   Subcontractors   with  a  single  combined  limit  of
     $5,000,000.00  (FIVE MILLION DOLLARS) for each occurrence  involving bodily
     injury, death or property damage. PEM will provide NEWCO with not less than
     15 days notice in writing in advance of  cancellation,  change or amendment
     restricting coverage.

8.4  General Comprehensive Liability Insurance

     8.4.1PEM will provide General Comprehensive Liability insurance coverage in
          the joint names of PEM and NEWCO,  including  insurance  for non-owned
          automotive  units  used in  performing  the  work.  The  value  of the
          insurance,  covering products and completed operations and contractual
          liability,  will have a combined limit of not less than  $5,000,000.00
          (FIVE MILLION  DOLLARS)for  each occurrence  involving  bodily injury,
          death  or  property  damage.  The  General   Comprehensive   Liability
          Insurance Policy will have a property damage  deductible not exceeding
          $2,500.00.  The loss in the  amount  of the  deductible  will be PEM's
          responsibility. The insurance will be in effect from the time the work
          commences  until the final  completion  date plus  twelve  (12) months
          thereafter for completed operations thereunder.


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     8.4.2The General Comprehensive  Liability Insurance Policy will be endorsed
          to  provide  NEWCO  with not less than 30 days  notice in  writing  in
          advance of any  cancellation,  and of change or amendment  restricting
          coverage.

8.5  Workers Compensation

     PEM  will  comply  with  the  Workers  Compensation  Act  (Ontario)  or its
     equivalent in the Province or State where the Plant is located.

8.6  Certificates of Insurance

     Before starting the Work,  both PEM and NEWCO will provide  certificates of
     insurance as evidence that each has obtained the required insurance.

     Before  permitting any  Subcontractors  or Subcontractors to perform any of
     the  Work,  PEM will  obtain  certificates  of  insurance  from each of the
     Subcontractors  and  Subcontractors  as evidence that each has obtained the
     required insurance.

9.   DISPUTE RESOLUTION

9.1  If the parties are unable to resolve,  by unanimous  agreement,  any matter
     arising  out of or  relating  to the  terms  of  the  Maintenance  Services
     Agreement,  or their interpretation,  existence,  validity,  termination or
     breach, either party may submit the matter to the president of NEWCO and to
     the president of PEM for a final determination by them.

9.2  Provided  that no other party is or may become  involved in a dispute  with
     either or both NEWCO and PEM related to the subject  matter of the dispute,
     if the  respective  presidents  of NEWCO and PEM fail to settle the dispute
     referred to them within  thirty (30) days  following its submittal to them,
     all such  disputes  arising out of or in  connection  with the  Maintenance
     Services  Agreement,  or in  respect  of  any  defined  legal  relationship
     associated  therewith  or derived  therefrom,  may,  subject to the written
     agreement of the respective presidents, be referred to and finally resolved
     by arbitration  under the rules of the Arbitration and Mediation  Institute
     of Canada or its  successor,  or if it is no  longer  in  existence  then a
     suitable  arbitration centre located in Ontario,  Canada  (collectively and
     individually the "Arbitration  Centre").  The appointing  authority will be
     the Arbitration Centre and the case will be administered by the Arbitration
     Centre in accordance  with its  procedures  for cases under its rules.  The
     Place of Arbitration will be Toronto, Ontario, Canada.

9.3  The award  rendered  by the  arbitrator(s)  will be final and  binding  and
     judgement may be entered upon it in accordance  with  applicable law in any
     court having jurisdiction.

9.4  If either party  becomes  involved in  litigation  with another party which
     involves  the same  disputes  or the same  factual  or legal  issues as the
     dispute(s)  between  NEWCO  and PEM,  either  NEWCO or PEM may apply to the
     arbitrator  or a  court  of  competent  jurisdiction  for  a  stay  of  any
     arbitration  proceedings then in process,  and the arbitrator or court may,
     if it considers it to be just and  convenient to do so, order a stay of the
     arbitration pending the outcome of the litigation.


                                      -11-
<PAGE>
10.  GENERAL PROVISIONS

10.1 Time shall be of the essence of this Maintenance Services Agreement.

10.2 The section  headings are for the purpose of  convenience of reference only
     and shall not be construed as interpretation of the text.

10.3 Except as contemplated herein, this Maintenance Services Agreement contains
     the  whole  agreement   between  the  parties  hereto  in  respect  of  the
     construction  of the  Thermo  Master  Plant and  there  are no  warranties,
     representations,  terms,  conditions  or collateral  agreements  expressed,
     implied or statutory, other than as expressly set forth in this agreement.

10.4 This  Maintenance  Services  Agreement shall enure to the benefit of and be
     binding  upon the  parties  hereto  and  their  respective  successors  and
     permitted assigns.

10.5 No  failure  or delay on the part of any party in  exercising  any power or
     right under this Agreement will operate as a waiver of such power or right.
     No single or partial  exercise of any right or power  under this  Agreement
     will  preclude  any further or other  exercise  of such right or power.  No
     modification or waiver of any provision of this Agreement and no consent to
     any  departure by any party from any  provision of this  Agreement  will be
     effective until the same is in writing.  Any such waiver or consent will be
     effective  only in the specific  instance and for the specific  purpose for
     which  it  was  given.  No  notice  to  or  demand  on  any  party  in  any
     circumstances  will  entitle  such party to any other or further  notice or
     demand in similar or other circumstances.

10.6 Any notice to be given under this Maintenance  Services  Agreement shall be
     duly and properly given if made in writing and by delivering or telecopying
     the same to the addressee at the address as follows:

           Hamilton  Bio  Conversion  Inc.
           2380  Brampton  Street,  Hamilton,  Ontario  L8E  5V9

           Attention:  The  President


           Planet  Earth  Management  Inc.
           54  Mill  Street  West
           Milverton,  Ontario  N0K  1M0

           Attention:  Perry  Smith

           Telephone:     (519)  595-4933

           Facsimile:     (519)  595-8770


                                      -12-
<PAGE>
     Any notice  given as  aforesaid  shall be deemed to have been given or made
     on, if delivered, the date on which it was delivered or, if telecopied,  on
     the next business day after it was telecopied.  Any party hereto may change
     it  address  for  notice  from  time to time by  notice  given to the other
     parties hereto in accordance with the foregoing.

10.7 This  Maintenance  Services  Agreement  may be  executed  in  one  or  more
     counter-parts,  each of which so executed shall  constitute an original and
     all of which together shall constitute on and the same agreement.

10.8 This Agreement shall be construed and enforced in accordance  with, and the
     rights of the  parties  shall be governed  by, the laws of the  Province of
     Ontario,  and each of the parties hereto attorns to the jurisdiction of the
     Courts of the Province of Ontario.

IN WITNESS WHEREOF the parties hereto have executed this agreement as of the day
and  year  first  above  written.

PLANET  EARTH  MANAGEMENT  INC.

Per:  /S/  Perry  Smith
      -----------------------------------
     Authorized  Signatory

HAMILTON  BIO  CONVERSION  INC.

Per:  /S/  Edwin  Kroeker
      ----------------------------------
     Authorized  Signatory


                                      -13-
<PAGE>
                                 SCHEDULE  "A"

                                  RATES  FOR

                              LABOUR AND MATERIALS



                                             Regular Time      Overtime

Supervisory Foreperson(s)                   Cost plus 15 %  Cost plus 15 %

All Additional Personnel                    Cost plus 15 %  Cost plus 15 %

Senior Operational Consultant               Cost plus 15 %  Cost plus 15 %

Professional Engineer Consultant            Cost plus 15 %  Cost plus 15 %

Consumable Materials                        Cost plus 15 %

Subcontractors   Cost                       Cost plus 15 %

Accommodations, Meals and Travel Expenses   Cost plus 15 %


                                      -14-
<PAGE>